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10 <br /> 3239132.3 City Loan Agreement <br />Borrower covenants and agrees that for the life of this Agreement, Borrower will not, without prior written <br />consent of the City: <br />4.1 USE OF FUNDS. Use any of the proceeds of the City Loan except for the purpose(s) stated in <br />Section 1.4 of this Agreement. <br />4.2 ENCUMBER THE PROPERTY. Create nor suffer to exist any mortgage, lien, charge, or <br />encumbrance, including liens arising from judgments on the Property. This includes Workers’ <br />Compensation, unemployment, Internal Revenue Service, state, local, mechanic, and any other liens of any <br />type; provided however, that Borrower shall have thirty (30) days to discharge or provide adequate security <br />for any involuntary lien upon the Property except that which may be in the ordinary course of business to <br />obtain a line of credit or letters of credit. <br />4.3 MERGER, CONSOLIDATION, SALE OF ASSETS. Merge into or consolidate with any corporation <br />or other entity, or acquire all or substantially all of the assets of any other corporation or entity; or sell, <br />lease, assign, transfer or otherwise dispose of all or substantially all Borrower’s assets. <br />4.4 LOANS, ADVANCES, INVESTMENTS. Make any loan or advances to or investments in, any <br />person or entity except those usually made in the ordinary course of business. <br />ARTICLE V <br />DEFAULT AND REMEDIES <br />5.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute <br />an event of default hereunder ("Event of Default"): <br />(a) Participant removes the Improvements from the Property, or fails to maintain the <br />Improvements and the Property according to the City’s standards, or fails to promptly make repairs in violation <br />of Section 3.4. <br />(b) Any representation or warranty contained in this Agreement or any certificate <br />furnished in connection with the foregoing or in connection with any request for disbursement of City Loan <br />Proceeds proves to have been false or misleading in any respect when made. <br />(c) Borrower defaults in the performance of any term, provision, covenant or agreement <br />(other than an obligation enumerated in this Article V) contained in this Agreement or unless a shorter cure <br />period for such default is specified herein, the default continues for ten (10) days in the event of a monetary <br />default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have <br />given written notice of the default to Borrower (or such longer time as City may agree upon in writing), <br />provided that in each case Borrower commences to cure the default within thirty (30) days and thereafter <br />prosecutes the curing of such default with due diligence and in good faith. <br />(d) Borrower becomes insolvent or shall cease to pay its debts as they mature or <br />voluntarily files a petition seeking reorganization of, or the appointment of a receiver, trustee, or liquidation <br />for it or a substantial portion of its assets, or to effect a plan or other arrangement with creditors, or shall be <br />adjudicated bankrupt, or shall make voluntary assignment for the benefit of creditors. <br />262